**TABLE OF CONTENTS**       ***Page*** ARTICLE I — MEETINGS OF STOCKHOLDERS  1  1.1 Place of Meetings  1 1.2 Annual Meeting  1 1.3 Special Meeting  1 1.4 Notice of Stockholders’ Meetings  1 1.5 Quorum  2 1.6 Adjourned Meeting; Notice  2 1.7 Conduct of Business  2 1.8 Voting  2 1.9 Stockholder Action by Written Consent Without a Meeting  3 1.10 Record Date for Stockholder Notice; Voting; Giving Consents  4 1.11 Proxies  4 1.12 List of Stockholders Entitled to Vote  4  ARTICLE II — DIRECTORS  5  2.1 Powers  5 2.2 Number of Directors  5 2.3 Election, Qualification and Term of Office of Directors  5 2.4 Resignation and Vacancies  5 2.5 Place of Meetings; Meetings by Telephone  6 2.6 Conduct of Business  6 2.7 Regular Meetings  6 2.8 Special Meetings; Notice  6 2.9 Quorum; Voting  7 2.10 Board Action by Written Consent Without a Meeting  7 2.11 Fees and Compensation of Directors  7 2.12 Removal of Directors  7  ARTICLE III — COMMITTEES  8  3.1 Committees of Directors  8 3.2 Committee Minutes  8 3.3 Meetings and Actions of Committees  8 3.4 Subcommittees  9  ARTICLE IV — OFFICERS  9  4.1 Officers  9 4.2 Appointment of Officers  9 4.3 Subordinate Officers  9 4.4 Removal and Resignation of Officers  9 4.5 Vacancies in Offices  9 4.6 Representation of Shares of Other Corporations  9 4.7 Authority and Duties of Officers  9  ARTICLE V — INDEMNIFICATION  10  5.1 Indemnification of Directors and Officers in Third Party Proceedings  10 
 

 
       ***Page*** 5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company  10 5.3 Successful Defense  10 5.4 Indemnification of Others  10 5.5 Advanced Payment of Expenses  10 5.6 Limitation on Indemnification  11 5.7 Determination; Claim  12 5.8 Non-Exclusivity of Rights  12 5.9 Insurance  12 5.10 Survival  12 5.11 Effect of Repeal or Modification  12 5.12 Certain Definitions  12  ARTICLE VI — STOCK  13  6.1 Stock Certificates; Partly Paid Shares  13 6.2 Special Designation on Certificates  13 6.3 Lost Certificates  14 6.4 Dividends  14 6.5 Stock Transfer Agreements  14 6.6 Registered Stockholders  14 6.7 Transfers  14  ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER  14  7.1 Notice of Stockholder Meetings  14 7.2 Notice by Electronic Transmission  14 7.3 Notice to Stockholders Sharing an Address  15 7.4 Notice to Person with Whom Communication is Unlawful  16 7.5 Waiver of Notice  16  ARTICLE VIII — GENERAL MATTERS  16  8.1 Fiscal Year  16 8.2 Seal  16 8.3 Annual Report  16 8.4 Construction; Definitions  16  ARTICLE IX — AMENDMENTS  16  
-ii-

 
**BYLAWS****ARTICLE I — MEETINGS OF STOCKHOLDERS**     1.1      ***Place of Meetings***. Meetings of stockholders of Clovis Oncology, Inc. (the “**Company**”) shall beheld at any place, within or outside the State of Delaware, determined by the Company’s board ofdirectors (the “**Board**”). The Board may, in its sole discretion, determine that a meeting ofstockholders shall not be held at any place, but may instead be held solely by means of remotecommunication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the“**DGCL**”). In the absence of any such designation or determination, stockholders’ meetings shall beheld at the Company’s principal executive office.     1.2      ***Annual Meeting***. An annual meeting of stockholders shall be held for the election of directorsat such date and time as may be designated by resolution of the Board from time to time. Any otherproper business may be transacted at the annual meeting. The Company shall not be required to holdan annual meeting of stockholders, *provided*that (i) the stockholders are permitted to act bywritten consent under the Company’s certificate of incorporation and these bylaws, (ii) thestockholders take action by written consent to elect directors and (iii) the stockholdersunanimously consent to such action or, if such consent is less than unanimous, all of thedirectorships to which directors could be elected at an annual meeting held at the effective timeof such action are vacant and are filled by such action.     1.3      ***Special Meeting***. A special meeting of the stockholders may be called at any time by theBoard, Chairperson of the Board, Chief Executive Officer or President (in the absence of a ChiefExecutive Officer) or by one or more stockholders holding shares in the aggregate entitled to castnot less than 10% of the votes at that meeting.     If any person(s) other than the Board calls a special meeting, the request shall:          (i) be in writing;          (ii) specify the time of such meeting and the general nature of the business proposed to betransacted; and          (iii) be delivered personally or sent by registered mail or by facsimile transmission to theChairperson of the Board, the Chief Executive Officer, the President (in the absence of a ChiefExecutive Officer) or the Secretary of the Company.     The officer(s) receiving the request shall cause notice to be promptly given to thestockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting willbe held at the time requested by the person or persons calling the meeting. No business may betransacted at such special meeting other than the business specified in such notice tostockholders. Nothing contained in this paragraph of this **section 1.3**shall be construed aslimiting, fixing, or affecting the time when a meeting of stockholders called by action of theBoard may be held.     1.4      ***Notice of Stockholders’ Meetings***. Whenever stockholders are required or permitted to take anyaction at a meeting, a written notice of the meeting shall be given which shall state the place, ifany, date and hour of the meeting, the means of remote communication, if any, by which stockholdersand proxy holders may be deemed to be present in person and vote at such meeting, and, in the caseof a special
 

 
meeting, the purpose or purposes for which the meeting is called. Except as otherwise providedin the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting ofstockholders shall be given not less than 10 nor more than 60 days before the date of the meetingto each stockholder entitled to vote at such meeting.     1.5      ***Quorum***. Except as otherwise provided by law, the certificate of incorporation or thesebylaws, at each meeting of stockholders the presence in person or by proxy of the holders of sharesof stock having a majority of the votes which could be cast by the holders of all outstandingshares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute aquorum. Where a separate vote by a class or series or classes or series is required, a majority ofthe outstanding shares of such class or series or classes or series, present in person orrepresented by proxy, shall constitute a quorum entitled to take action with respect to that voteon that matter, except as otherwise provided by law, the certificate of incorporation or thesebylaws.     If, however, such quorum is not present or represented at any meeting of the stockholders,then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at themeeting, present in person or represented by proxy, shall have the power to adjourn the meetingfrom time to time, in the manner provided in **section 1.6**, until a quorum is present or represented.     1.6      ***Adjourned Meeting; Notice***. Any meeting of stockholders, annual or special, may adjourn fromtime to time to reconvene at the same or some other place, and notice need not be given of theadjourned meeting if the time, place, if any, thereof, and the means of remote communications, ifany, by which stockholders and proxy holders may be deemed to be present in person and vote at suchadjourned meeting are announced at the meeting at which the adjournment is taken. At the adjournedmeeting, the Company may transact any business which might have been transacted at the originalmeeting. If the adjournment is for more than 30 days, or if after the adjournment a new record dateis fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.     1.7      ***Conduct of Business***. Meetings of stockholders shall be presided over by the Chairperson ofthe Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in theabsence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoingpersons by the President, or in the absence of the foregoing persons by a Vice President, or in theabsence of the foregoing persons by a chairperson designated by the Board, or in the absence ofsuch designation by a chairperson chosen at the meeting. The Secretary shall act as secretary ofthe meeting, but in his or her absence the chairperson of the meeting may appoint any person to actas secretary of the meeting. The chairperson of any meeting of stockholders shall determine theorder of business and the procedure at the meeting, including such regulation of the manner ofvoting and the conduct of business.     1.8      ***Voting***. The stockholders entitled to vote at any meeting of stockholders shall be determinedin accordance with the provisions of **section 1.10**of these bylaws, subject to Section 217 (relatingto voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating tovoting trusts and other voting agreements) of the DGCL.     Except as may be otherwise provided in the certificate of incorporation, each stockholderentitled to vote at any meeting of stockholders shall be entitled to one vote for each share ofcapital stock held by such stockholder which has voting power upon the matter in question. Votingat meetings of stockholders need not be by written ballot and, unless otherwise required by law,need not be conducted by inspectors of election unless so determined by the holders of shares ofstock having a majority of the votes which could be cast by the holders of all outstanding sharesof stock entitled to vote thereon which are present in
 

 
person or by proxy at such meeting. If authorized by the Board, such requirement of a writtenballot shall be satisfied by a ballot submitted by electronic transmission (as defined in **section7.2**of these bylaws), *provided*that any such electronic transmission must either set forth or besubmitted with information from which it can be determined that the electronic transmission wasauthorized by the stockholder or proxy holder.     Except as otherwise required by law, the certificate of incorporation or these bylaws, in allmatters other than the election of directors, the affirmative vote of a majority of the votingpower of the shares present in person or represented by proxy at the meeting and entitled to voteon the subject matter shall be the act of the stockholders. Except as otherwise required by law,the certificate of incorporation or these bylaws, directors shall be elected by a plurality of thevoting power of the shares present in person or represented by proxy at the meeting and entitled tovote on the election of directors. Where a separate vote by a class or series or classes or seriesis required, in all matters other than the election of directors, the affirmative vote of themajority of shares of such class or series or classes or series present in person or represented byproxy at the meeting shall be the act of such class or series or classes or series, except asotherwise provided by law, the certificate of incorporation or these bylaws.     1.9     ***Stockholder Action by Written Consent Without a Meeting***. Unless otherwise provided in thecertificate of incorporation, any action required by the DGCL to be taken at any annual or specialmeeting of stockholders of a corporation, or any action which may be taken at any annual or specialmeeting of such stockholders, may be taken without a meeting, without prior notice, and without avote, if a consent or consents in writing, setting forth the action so taken, shall be signed bythe holders of outstanding stock having not less than the minimum number of votes that would benecessary to authorize or take such action at a meeting at which all shares entitled to votethereon were present and voted.     An electronic transmission (as defined in **section 7.2**) consenting to an action to be taken andtransmitted by a stockholder or proxy holder, or by a person or persons authorized to act for astockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of thissection, *provided*that any such electronic transmission sets forth or is delivered with informationfrom which the Company can determine (i) that the electronic transmission was transmitted by thestockholder or proxy holder or by a person or persons authorized to act for the stockholder orproxy holder and (ii) the date on which such stockholder or proxy holder or authorized person orpersons transmitted such electronic transmission.     In the event that the Board shall have instructed the officers of the Company to solicit thevote or written consent of the stockholders of the Company, an electronic transmission of astockholder written consent given pursuant to such solicitation may be delivered to the Secretaryor the President of the Company or to a person designated by the Secretary or the President. TheSecretary or the President of the Company or a designee of the Secretary or the President shallcause any such written consent by electronic transmission to be reproduced in paper form andinserted into the corporate records.     Prompt notice of the taking of the corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented in writing and who, ifthe action had been taken at a meeting, would have been entitled to notice of the meeting if therecord date for such meeting had been the date that written consents signed by a sufficient numberof holders to take the action were delivered to the Company as provided in Section 228 of the DGCL.In the event that the action which is consented to is such as would have required the filing of acertificate under any provision of the DGCL, if such action had been voted on by stockholders at ameeting thereof, the certificate filed under such provision shall state, in lieu of any statementrequired by such provision concerning any vote of stockholders, that written consent has been givenin accordance with Section 228 of the DGCL.
 

 
     1.10     ***Record Date for Stockholder Notice; Voting; Giving Consents***. In order that the Company maydetermine the stockholders entitled to notice of or to vote at any meeting of stockholders or anyadjournment thereof, or entitled to express consent to corporate action in writing without ameeting, or entitled to receive payment of any dividend or other distribution or allotment of anyrights, or entitled to exercise any rights in respect of any change, conversion or exchange ofstock or for the purpose of any other lawful action, the Board may fix a record date, which recorddate shall not precede the date upon which the resolution fixing the record date is adopted by theBoard and which record date:          (i) in the case of determination of stockholders entitled to notice of or to vote at anymeeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not bemore than sixty nor less than ten days before the date of such meeting;          (ii) in the case of determination of stockholders entitled to express consent to corporateaction in writing without a meeting, shall not be more than ten days after the date upon which theresolution fixing the record date is adopted by the Board; and          (iii) in the case of determination of stockholders for any other action, shall not be more than60 days prior to such other action.     If no record date is fixed by the Board:          (i) the record date for determining stockholders entitled to notice of or to vote at a meetingof stockholders shall be at the close of business on the day next preceding the day on which noticeis given, or, if notice is waived, at the close of business on the day next preceding the day onwhich the meeting is held;          (ii) the record date for determining stockholders entitled to express consent to corporateaction in writing without a meeting when no prior action of the Board is required by law, shall bethe first date on which a signed written consent setting forth the action taken or proposed to betaken is delivered to the Company in accordance with applicable law, or, if prior action by theBoard is required by law, shall be at the close of business on the day on which the Board adoptsthe resolution taking such prior action; and          (iii) the record date for determining stockholders for any other purpose shall be at the closeof business on the day on which the Board adopts the resolution relating thereto.     A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting, *provided*that the Board may fix a newrecord date for the adjourned meeting.     1.11     ***Proxies***. Each stockholder entitled to vote at a meeting of stockholders or to express consentor dissent to corporate action in writing without a meeting may authorize another person or personsto act for such stockholder by proxy authorized by an instrument in writing or by a transmissionpermitted by law filed in accordance with the procedure established for the meeting, but no suchproxy shall be voted or acted upon after three years from its date, unless the proxy provides for alonger period. The revocability of a proxy that states on its face that it is irrevocable shall begoverned by the provisions of Section 212 of the DGCL.     1.12     ***List of Stockholders Entitled to Vote***. The officer who has charge of the stock ledger of theCompany shall prepare and make, at least ten days before every meeting of stockholders, a completelist
 

 
of the stockholders entitled to vote at the meeting, arranged in alphabetical order, andshowing the address of each stockholder and the number of shares registered in the name of eachstockholder. The Company shall not be required to include electronic mail addresses or otherelectronic contact information on such list. Such list shall be open to the examination of anystockholder, for any purpose germane to the meeting for a period of at least ten days prior to themeeting: (i) on a reasonably accessible electronic network, *provided*that the information requiredto gain access to such list is provided with the notice of the meeting, or (ii) during ordinarybusiness hours, at the Company’s principal place of business. In the event that the Companydetermines to make the list available on an electronic network, the Company may take reasonablesteps to ensure that such information is available only to stockholders of the Company. If themeeting is to be held at a place, then the list shall be produced and kept at the time and place ofthe meeting during the whole time thereof, and may be examined by any stockholder who is present.If the meeting is to be held solely by means of remote communication, then the list shall also beopen to the examination of any stockholder during the whole time of the meeting on a reasonablyaccessible electronic network, and the information required to access such list shall be providedwith the notice of the meeting.**ARTICLE II — DIRECTORS**     2.1     ***Powers***. The business and affairs of the Company shall be managed by or under the direction ofthe Board, except as may be otherwise provided in the DGCL or the certificate of incorporation.     2.2     ***Number of Directors***. The Board shall consist of one or more members, each of whom shall be anatural person. Unless the certificate of incorporation fixes the number of directors, the numberof directors shall be determined from time to time by resolution of the Board. No reduction of theauthorized number of directors shall have the effect of removing any director before thatdirector’s term of office expires.     2.3     ***Election, Qualification and Term of Office of Directors***. Except as provided in **section 2.4**ofthese bylaws, and subject to **sections 1.2**and **1.9**of these bylaws, directors shall be elected ateach annual meeting of stockholders. Directors need not be stockholders unless so required by thecertificate of incorporation or these bylaws. The certificate of incorporation or these bylaws mayprescribe other qualifications for directors. Each director shall hold office until such director’ssuccessor is elected and qualified or until such director’s earlier death, resignation or removal.     2.4     ***Resignation and Vacancies***. Any director may resign at any time upon notice given in writingor by electronic transmission to the Company. A resignation is effective when the resignation isdelivered unless the resignation specifies a later effective date or an effective date determinedupon the happening of an event or events. A resignation which is conditioned upon the directorfailing to receive a specified vote for reelection as a director may provide that it isirrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, whenone or more directors resign from the Board, effective at a future date, a majority of theremaining directors shall have power to fill such vacancy or vacancies, the vote thereon to takeeffect when such resignation or resignations shall become effective.     Unless otherwise provided in the certificate of incorporation or these bylaws:          (i) Vacancies and newly created directorships resulting from any increase in the authorizednumber of directors elected by all of the stockholders having the right to vote as a single classmay be filled by a majority of the directors then in office, although less than a quorum, or by asole remaining director.
 

 
          (ii) Whenever the holders of any class or classes of stock or series thereof are entitled toelect one or more directors by the provisions of the certificate of incorporation, vacancies andnewly created directorships of such class or classes or series may be filled by a majority of thedirectors elected by such class or classes or series thereof then in office, or by a sole remainingdirector so elected.     If at any time, by reason of death or resignation or other cause, the Company should have nodirectors in office, then any officer or any stockholder or an executor, administrator, trustee orguardian of a stockholder, or other fiduciary entrusted with like responsibility for the person orestate of a stockholder, may call a special meeting of stockholders in accordance with theprovisions of the certificate of incorporation or these bylaws, or may apply to the Court ofChancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.     If, at the time of filling any vacancy or any newly created directorship, the directors thenin office constitute less than a majority of the whole Board (as constituted immediately prior toany such increase), the Court of Chancery may, upon application of any stockholder or stockholdersholding at least 10% of the voting stock at the time outstanding having the right to vote for suchdirectors, summarily order an election to be held to fill any such vacancies or newly createddirectorships, or to replace the directors chosen by the directors then in office as aforesaid,which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.     A director elected to fill a vacancy shall be elected for the unexpired term of his or herpredecessor in office and until such director’s successor is elected and qualified, or until suchdirector’s earlier death, resignation or removal.     2.5     ***Place of Meetings; Meetings by Telephone***. The Board may hold meetings, both regular andspecial, either within or outside the State of Delaware.     Unless otherwise restricted by the certificate of incorporation or these bylaws, members ofthe Board, or any committee designated by the Board, may participate in a meeting of the Board, orany committee, by means of conference telephone or other communications equipment by means of whichall persons participating in the meeting can hear each other, and such participation in a meetingshall constitute presence in person at the meeting.     2.6     ***Conduct of Business***. Meetings of the Board shall be presided over by the Chairperson of theBoard, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in theabsence of the foregoing persons by a chairperson designated by the Board, or in the absence ofsuch designation by a chairperson chosen at the meeting. The Secretary shall act as secretary ofthe meeting, but in his or her absence the chairperson of the meeting may appoint any person to actas secretary of the meeting.     2.7     ***Regular Meetings***. Regular meetings of the Board may be held without notice at such time andat such place as shall from time to time be determined by the Board.     2.8     ***Special Meetings; Notice***. Special meetings of the Board for any purpose or purposes may becalled at any time by the Chairperson of the Board, the Chief Executive Officer, the President, theSecretary or any two directors.     Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone;
 

 
 (ii) sent by United States first-class mail, postage prepaid;  (iii) sent by facsimile; or  (iv) sent by electronic mail,directed to each director at that director’s address, telephone number, facsimile number orelectronic mail address, as the case may be, as shown on the Company’s records.     If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent byfacsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours beforethe time of the holding of the meeting. If the notice is sent by United States mail, it shall bedeposited in the United States mail at least four days before the time of the holding of themeeting. Any oral notice may be communicated to the director. The notice need not specify the placeof the meeting (if the meeting is to be held at the Company’s principal executive office) nor thepurpose of the meeting.     2.9     ***Quorum; Voting***. At all meetings of the Board, a majority of the total authorized number ofdirectors shall constitute a quorum for the transaction of business. If a quorum is not present atany meeting of the Board, then the directors present thereat may adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorum is present. A meetingat which a quorum is initially present may continue to transact business notwithstanding thewithdrawal of directors, if any action taken is approved by at least a majority of the requiredquorum for that meeting.     The vote of a majority of the directors present at any meeting at which a quorum is presentshall be the act of the Board, except as may be otherwise specifically provided by statute, thecertificate of incorporation or these bylaws.     If the certificate of incorporation provides that one or more directors shall have more orless than one vote per director on any matter, every reference in these bylaws to a majority orother proportion of the directors shall refer to a majority or other proportion of the votes of thedirectors.     2.10     ***Board Action by Written Consent Without a Meeting***. Unless otherwise restricted by thecertificate of incorporation or these bylaws, any action required or permitted to be taken at anymeeting of the Board, or of any committee thereof, may be taken without a meeting if all members ofthe Board or committee, as the case may be, consent thereto in writing or by electronictransmission and the writing or writings or electronic transmission or transmissions are filed withthe minutes of proceedings of the Board or committee. Such filing shall be in paper form if theminutes are maintained in paper form and shall be in electronic form if the minutes are maintainedin electronic form.     2.11     ***Fees and Compensation of Directors***. Unless otherwise restricted by the certificate ofincorporation or these bylaws, the Board shall have the authority to fix the compensation ofdirectors.     2.12     ***Removal of Directors***. Unless otherwise restricted by statute, the certificate ofincorporation or these bylaws, any director or the entire Board may be removed, with or withoutcause, by the holders of a majority of the shares then entitled to vote at an election ofdirectors.     No reduction of the authorized number of directors shall have the effect of removing anydirector prior to the expiration of such director’s term of office.
 

 
**ARTICLE III — COMMITTEES**     3.1      ***Committees of Directors***. The Board may designate one or more committees, each committee toconsist of one or more of the directors of the Company. The Board may designate one or moredirectors as alternate members of any committee, who may replace any absent or disqualified memberat any meeting of the committee. In the absence or disqualification of a member of a committee, themember or members thereof present at any meeting and not disqualified from voting, whether or notsuch member or members constitute a quorum, may unanimously appoint another member of the Board toact at the meeting in the place of any such absent or disqualified member. Any such committee, tothe extent provided in the resolution of the Board or in these bylaws, shall have and may exerciseall the powers and authority of the Board in the management of the business and affairs of theCompany, and may authorize the seal of the Company to be affixed to all papers that may require it;but no such committee shall have the power or authority to (i) approve or adopt, or recommend tothe stockholders, any action or matter (other than the election or removal of directors) expresslyrequired by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repealany bylaw of the Company.     3.2     ***Committee Minutes***. Each committee shall keep regular minutes of its meetings and report thesame to the Board when required.     3.3     ***Meetings and Actions of Committees***. Meetings and actions of committees shall be governed by,and held and taken in accordance with, the provisions of:          (i) **section2.5** (Place of Meetings; Meetings by Telephone);          (ii) **section 2.7** (Regular Meetings);          (iii) **section 2.8** (Special Meetings; Notice);          (iv) **section 2.9** (Quorum; Voting);          (v) **section 2.10** (Board Action by Written Consent Without a Meeting); and          (vi) **section 7.5** (Waiver of Notice)with such changes in the context of those bylaws as are necessary to substitute the committee andits members for the Board and its members. *However*:          (i) the time of regular meetings of committees may be determined either by resolution of theBoard or by resolution of the committee;          (ii) special meetings of committees may also be called by resolution of the Board; and          (iii) notice of special meetings of committees shall also be given to all alternate members,who shall have the right to attend all meetings of the committee. The Board may adopt rules for thegovernment of any committee not inconsistent with the provisions of these bylaws.     Any provision in the certificate of incorporation providing that one or more directors shallhave more or less than one vote per director on any matter shall apply to voting in any committeeor subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.
 

 
     3.4     ***Subcommittees***. Unless otherwise provided in the certificate of incorporation, these bylaws orthe resolutions of the Board designating the committee, a committee may create one or moresubcommittees, each subcommittee to consist of one or more members of the committee, and delegateto a subcommittee any or all of the powers and authority of the committee.**ARTICLE IV — OFFICERS**     4.1     ***Officers***. The officers of the Company shall be a President and a Secretary. The Company mayalso have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of theBoard, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, aTreasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such otherofficers as may be appointed in accordance with the provisions of these bylaws. Any number ofoffices may be held by the same person.     4.2     ***Appointment of Officers***. The Board shall appoint the officers of the Company, except suchofficers as may be appointed in accordance with the provisions of **section 4.3**of these bylaws.     4.3     ***Subordinate Officers***. The Board may appoint, or empower the Chief Executive Officer or, inthe absence of a Chief Executive Officer, the President, to appoint, such other officers and agentsas the business of the Company may require. Each of such officers and agents shall hold office forsuch period, have such authority, and perform such duties as are provided in these bylaws or as theBoard may from time to time determine.     4.4     ***Removal and Resignation of Officers***. Any officer may be removed, either with or withoutcause, by an affirmative vote of the majority of the Board at any regular or special meeting of theBoard or, except in the case of an officer chosen by the Board, by any officer upon whom such powerof removal may be conferred by the Board.     Any officer may resign at any time by giving written notice to the Company. Any resignationshall take effect at the date of the receipt of that notice or at any later time specified in thatnotice. Unless otherwise specified in the notice of resignation, the acceptance of the resignationshall not be necessary to make it effective. Any resignation is without prejudice to the rights, ifany, of the Company under any contract to which the officer is a party.     4.5     ***Vacancies in Offices***. Any vacancy occurring in any office of the Company shall be filled bythe Board or as provided in **section 4.3**.     4.6     ***Representation of Shares of Other Corporations***. Unless otherwise directed by the Board, thePresident or any other person authorized by the Board or the President is authorized to vote,represent and exercise on behalf of the Company all rights incident to any and all shares of anyother corporation or corporations standing in the name of the Company. The authority granted hereinmay be exercised either by such person directly or by any other person authorized to do so by proxyor power of attorney duly executed by such person having the authority.     4.7     ***Authority and Duties of Officers***. Except as otherwise provided in these bylaws, the officersof the Company shall have such powers and duties in the management of the Company as may bedesignated from time to time by the Board and, to the extent not so provided, as generally pertainto their respective offices, subject to the control of the Board.
 

 
**ARTICLE V — INDEMNIFICATION**     5.1     ***Indemnification of Directors and Officers in Third Party Proceedings***. Subject to the otherprovisions of this **Article V**, the Company shall indemnify, to the fullest extent permitted by theDGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be madea party to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (a “**Proceeding**”) (other than an action by or in the rightof the Company) by reason of the fact that such person is or was a director or officer of theCompany, or is or was a director or officer of the Company serving at the request of the Company asa director, officer, employee or agent of another corporation, partnership, joint venture, trust orother enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paidin settlement actually and reasonably incurred by such person in connection with such Proceeding ifsuch person acted in good faith and in a manner such person reasonably believed to be in or notopposed to the best interests of the Company, and, with respect to any criminal action orproceeding, had no reasonable cause to believe such person’s conduct was unlawful. The terminationof any Proceeding by judgment, order, settlement, conviction, or upon a plea of *nolo contendere*orits equivalent, shall not, of itself, create a presumption that the person did not act in goodfaith and in a manner which such person reasonably believed to be in or not opposed to the bestinterests of the Company, and, with respect to any criminal action or proceeding, had reasonablecause to believe that such person’s conduct was unlawful.     5.2     ***Indemnification of Directors and Officers in Actions by or in the Right of the Company***.Subject to the other provisions of this **Article V**, the Company shall indemnify, to the fullestextent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party oris threatened to be made a party to any threatened, pending or completed action or suit by or inthe right of the Company to procure a judgment in its favor by reason of the fact that such personis or was a director or officer of the Company, or is or was a director or officer of the Companyserving at the request of the Company as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against expenses (includingattorneys’ fees) actually and reasonably incurred by such person in connection with the defense orsettlement of such action or suit if such person acted in good faith and in a manner such personreasonably believed to be in or not opposed to the best interests of the Company; except that noindemnification shall be made in respect of any claim, issue or matter as to which such personshall have been adjudged to be liable to the Company unless and only to the extent that the Courtof Chancery or the court in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all the circumstances of the case, suchperson is fairly and reasonably entitled to indemnity for such expenses which the Court of Chanceryor such other court shall deem proper.     5.3     ***Successful Defense***. To the extent that a present or former director or officer of the Companyhas been successful on the merits or otherwise in defense of any action, suit or proceedingdescribed in **section 5.1**or **section 5.2**, or in defense of any claim, issue or matter therein, suchperson shall be indemnified against expenses (including attorneys’ fees) actually and reasonablyincurred by such person in connection therewith.     5.4     ***Indemnification of Others***. Subject to the other provisions of this **Article V**, the Companyshall have power to indemnify its employees and agents to the extent not prohibited by the DGCL orother applicable law. The Board shall have the power to delegate to the determination of whetheremployees or agents shall be indemnified.     5.5     ***Advanced Payment of Expenses***. Expenses (including attorneys’ fees) incurred by an officer ordirector of the Company in defending any Proceeding shall be paid by the Company in advance of the
 

 
final disposition of such Proceeding upon receipt of a written request therefor (together withdocumentation reasonably evidencing such expenses) and an undertaking by or on behalf of suchofficer or director to repay such amounts if it shall ultimately be determined that such person isnot entitled to be indemnified by the Company under this **Article V**or the DGCL. Such expenses(including attorneys’ fees) incurred by former directors and officers or other employees and agentsmay be so paid upon such terms and conditions, if any, as the Company deems appropriate. The rightto advancement of expenses shall not apply to any Proceeding for which indemnity is excludedpursuant to these bylaws, but shall apply to any Proceeding referenced in **section 5.6(ii)**or**5.6(iii)**prior to a determination that the person is not entitled to be indemnified by the Company.     Notwithstanding the foregoing, unless otherwise determined pursuant to **section 5.8**, no advanceshall be made by the Company to an officer of the Company (except by reason of the fact that suchofficer is or was a director of the Company, in which event this paragraph shall not apply) in anyProceeding if a determination is reasonably and promptly made (i) by a majority vote of thedirectors who are not parties to such Proceeding, even though less than a quorum, or (ii) by acommittee of such directors designated by majority vote of such directors, even though less than aquorum, or (iii) if there are no such directors, or if such directors so direct, by independentlegal counsel in a written opinion, that facts known to the decision-making party at the time suchdetermination is made demonstrate clearly and convincingly that such person acted in bad faith orin a manner that such person did not believe to be in or not opposed to the best interests of theCompany.     5.6     ***Limitation on Indemnification***. Subject to the requirements in **section 5.3**and the DGCL, theCompany shall not be obligated to indemnify any person pursuant to this **Article V**in connectionwith any Proceeding (or any part of any Proceeding):          (i) for which payment has actually been made to or on behalf of such person under any statute,insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyondthe amount paid;          (ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the SecuritiesExchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law orcommon law, if such person is held liable therefor (including pursuant to any settlementarrangements);          (iii) for any reimbursement of the Company by such person of any bonus or otherincentive-based or equity-based compensation or of any profits realized by such person from thesale of securities of the Company, as required in each case under the Securities Exchange Act of1934, as amended (including any such reimbursements that arise from an accounting restatement ofthe Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “**Sarbanes-Oxley Act**”),or the payment to the Company of profits arising from the purchase and sale by such person ofsecurities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liabletherefor (including pursuant to any settlement arrangements);          (iv) initiated by such person, including any Proceeding (or any part of any Proceeding)initiated by such person against the Company or its directors, officers, employees, agents or otherindemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of theProceeding) prior to its initiation, (b) the Company provides the indemnification, in its solediscretion, pursuant to the powers vested in the Company under applicable law, (c) otherwiserequired to be made under **section 5.7**or (d) otherwise required by applicable law; or          (v) if prohibited by applicable law.
 

 
     5.7     ***Determination; Claim***. If a claim for indemnification or advancement of expenses under this**Article V**is not paid by the Company or on its behalf within 90 days after receipt by the Companyof a written request therefor, the claimant shall be entitled to an adjudication by a court ofcompetent jurisdiction of his or her entitlement to such indemnification or advancement ofexpenses. To the extent not prohibited by law, the Company shall indemnify such person against allexpenses actually and reasonably incurred by such person in connection with any action forindemnification or advancement of expenses from the Company under this **Article V**, to the extentsuch person is successful in such action, and, if requested by such person, shall advance suchexpenses to such person, subject to the provisions of Section 5.5. In any such suit, the Companyshall, to the fullest extent not prohibited by law, have the burden of proving that the claimant isnot entitled to the requested indemnification or advancement of expenses.     5.8     ***Non-Exclusivity of Rights***. The indemnification and advancement of expenses provided by, orgranted pursuant to, this **Article V**shall not be deemed exclusive of any other rights to whichthose seeking indemnification or advancement of expenses may be entitled under the certificate ofincorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors orotherwise, both as to action in such person’s official capacity and as to action in anothercapacity while holding such office. The Company is specifically authorized to enter into individualcontracts with any or all of its directors, officers, employees or agents respectingindemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL orother applicable law.     5.9     ***Insurance***. The Company may purchase and maintain insurance on behalf of any person who is orwas a director, officer, employee or agent of the Company, or is or was serving at the request ofthe Company as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against such person and incurredby such person in any such capacity, or arising out of such person’s status as such, whether or notthe Company would have the power to indemnify such person against such liability under theprovisions of the DGCL.     5.10     ***Survival***. The rights to indemnification and advancement of expenses conferred by this **ArticleV**shall continue as to a person who has ceased to be a director, officer, employee or agent andshall inure to the benefit of the heirs, executors and administrators of such a person.     5.11     ***Effect of Repeal or Modification***. Any amendment, alteration or repeal of this **Article V**shallnot adversely affect any right or protection hereunder of any person in respect of any act oromission occurring prior to such amendment, alteration or repeal.     5.12     ***Certain Definitions***. For purposes of this **Article V**, references to the “**Company**” shallinclude, in addition to the resulting corporation, any constituent corporation (including anyconstituent of a constituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify its directors, officers,employees or agents, so that any person who is or was a director, officer, employee or agent ofsuch constituent corporation, or is or was serving at the request of such constituent corporationas a director, officer, employee or agent of another corporation, partnership, joint venture, trustor other enterprise, shall stand in the same position under the provisions of this **Article V**withrespect to the resulting or surviving corporation as such person would have with respect to suchconstituent corporation if its separate existence had continued. For purposes of this **Article V**,references to “**other enterprises**” shall include employee benefit plans; references to “**fines**” shallinclude any excise taxes assessed on a person with respect to an employee benefit plan; andreferences to “**serving at the request of the Company**” shall include any service as a director,officer, employee or agent of the Company which imposes duties on, or involves services by, suchdirector, officer, employee or agent with respect to an employee benefit plan, its participants orbeneficiaries; and a
 

 
person who acted in good faith and in a manner such person reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan shall be deemed to haveacted in a manner “**not opposed to the best interests of the Company**” as referred to in this **ArticleV**.**ARTICLE VI — STOCK**     6.1     ***Stock Certificates; Partly Paid Shares***. The shares of the Company shall be represented bycertificates, *provided*that the Board may provide by resolution or resolutions that some or all ofany or all classes or series of its stock shall be uncertificated shares. Any such resolution shallnot apply to shares represented by a certificate until such certificate is surrendered to theCompany. Every holder of stock represented by certificates shall be entitled to have a certificatesigned by, or in the name of the Company by the Chairperson of the Board or Vice-Chairperson of theBoard, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or theSecretary or an Assistant Secretary of the Company representing the number of shares registered incertificate form. Any or all of the signatures on the certificate may be a facsimile. In case anyofficer, transfer agent or registrar who has signed or whose facsimile signature has been placedupon a certificate has ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Company with the same effect as if such person weresuch officer, transfer agent or registrar at the date of issue. The Company shall not have power toissue a certificate in bearer form.     The Company may issue the whole or any part of its shares as partly paid and subject to callfor the remainder of the consideration to be paid therefor. Upon the face or back of each stockcertificate issued to represent any such partly paid shares, or upon the books and records of theCompany in the case of uncertificated partly paid shares, the total amount of the consideration tobe paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividendon fully paid shares, the Company shall declare a dividend upon partly paid shares of the sameclass, but only upon the basis of the percentage of the consideration actually paid thereon.     6.2     ***Special Designation on Certificates***. If the Company is authorized to issue more than oneclass of stock or more than one series of any class, then the powers, the designations, thepreferences, and the relative, participating, optional or other special rights of each class ofstock or series thereof and the qualifications, limitations or restrictions of such preferencesand/or rights shall be set forth in full or summarized on the face or back of the certificate thatthe Company shall issue to represent such class or series of stock; *provided*that, except asotherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may beset forth on the face or back of the certificate that the Company shall issue to represent suchclass or series of stock, a statement that the Company will furnish without charge to eachstockholder who so requests the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights. Within a reasonable time after theissuance or transfer of uncertificated stock, the Company shall send to the registered ownerthereof a written notice containing the information required to be set forth or stated oncertificates pursuant to this section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or withrespect to this section 6.2 a statement that the Company will furnish without charge to eachstockholder who so requests the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights. Except as otherwise expresslyprovided by law, the rights and obligations of the holders of uncertificated stock and the rightsand obligations of the holders of certificates representing stock of the same class and seriesshall be identical.
 

 
     6.3     ***Lost Certificates***. Except as provided in this **section 6.3**, no new certificates for sharesshall be issued to replace a previously issued certificate unless the latter is surrendered to theCompany and cancelled at the same time. The Company may issue a new certificate of stock oruncertificated shares in the place of any certificate theretofore issued by it, alleged to havebeen lost, stolen or destroyed, and the Company may require the owner of the lost, stolen ordestroyed certificate, or such owner’s legal representative, to give the Company a bond sufficientto indemnify it against any claim that may be made against it on account of the alleged loss, theftor destruction of any such certificate or the issuance of such new certificate or uncertificatedshares.     6.4     ***Dividends***. The Board, subject to any restrictions contained in the certificate ofincorporation or applicable law, may declare and pay dividends upon the shares of the Company’scapital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capitalstock, subject to the provisions of the certificate of incorporation.     The Board may set apart out of any of the funds of the Company available for dividends areserve or reserves for any proper purpose and may abolish any such reserve.     6.5     ***Stock Transfer Agreements***. The Company shall have power to enter into and perform anyagreement with any number of stockholders of any one or more classes of stock of the Company torestrict the transfer of shares of stock of the Company of any one or more classes owned by suchstockholders in any manner not prohibited by the DGCL.     6.6     ***Registered Stockholders***. The Company:          (i) shall be entitled to recognize the exclusive right of a person registered on its books asthe owner of shares to receive dividends and to vote as such owner;          (ii) shall be entitled to hold liable for calls and assessments the person registered on itsbooks as the owner of shares; and          (iii) shall not be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of another person, whether or not it shall have express or other noticethereof, except as otherwise provided by the laws of Delaware.     6.7     ***Transfers***. Transfers of record of shares of stock of the Company shall be made only upon itsbooks by the holders thereof, in person or by an attorney duly authorized, and, if such stock iscertificated, upon the surrender of a certificate or certificates for a like number of shares,properly endorsed or accompanied by proper evidence of succession, assignation or authority totransfer.**ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER**     7.1     ***Notice of Stockholder Meetings***. Notice of any meeting of stockholders, if mailed, is givenwhen deposited in the United States mail, postage prepaid, directed to the stockholder at suchstockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or anAssistant Secretary of the Company or of the transfer agent or other agent of the Company that thenotice has been given shall, in the absence of fraud, be *prima facie*evidence of the facts statedtherein.     7.2     ***Notice by Electronic Transmission***. Without limiting the manner by which notice otherwise maybe given effectively to stockholders pursuant to the DGCL, the certificate of incorporation orthese
 

 
bylaws, any notice to stockholders given by the Company under any provision of the DGCL, thecertificate of incorporation or these bylaws shall be effective if given by a form of electronictransmission consented to by the stockholder to whom the notice is given. Any such consent shall berevocable by the stockholder by written notice to the Company. Any such consent shall be deemedrevoked if:          (i) the Company is unable to deliver by electronic transmission two consecutive notices givenby the Company in accordance with such consent; and          (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company orto the transfer agent, or other person responsible for the giving of notice.However, the inadvertent failure to treat such inability as a revocation shall not invalidate anymeeting or other action.     Any notice given pursuant to the preceding paragraph shall be deemed given:          (i) if by facsimile telecommunication, when directed to a number at which the stockholder hasconsented to receive notice;          (ii) if by electronic mail, when directed to an electronic mail address at which thestockholder has consented to receive notice;          (iii) if by a posting on an electronic network together with separate notice to thestockholder of such specific posting, upon the later of (A) such posting and (B) the giving of suchseparate notice; and          (iv) if by any other form of electronic transmission, when directed to the stockholder.     An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or otheragent of the Company that the notice has been given by a form of electronic transmission shall, inthe absence of fraud, be *prima facie*evidence of the facts stated therein.     An “**electronic transmission**” means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained, retrieved, and reviewedby a recipient thereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.     Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or324 of the DGCL.     7.3     ***Notice to Stockholders Sharing an Address***. Except as otherwise prohibited under the DGCL,without limiting the manner by which notice otherwise may be given effectively to stockholders, anynotice to stockholders given by the Company under the provisions of the DGCL, the certificate ofincorporation or these bylaws shall be effective if given by a single written notice tostockholders who share an address if consented to by the stockholders at that address to whom suchnotice is given. Any such consent shall be revocable by the stockholder by written notice to theCompany. Any stockholder who fails to object in writing to the Company, within 60 days of havingbeen given written notice by the Company of its intention to send the single notice, shall bedeemed to have consented to receiving such single written notice.
 

 
     7.4     ***Notice to Person with Whom Communication is Unlawful***. Whenever notice is required to begiven, under the DGCL, the certificate of incorporation or these bylaws, to any person with whomcommunication is unlawful, the giving of such notice to such person shall not be required and thereshall be no duty to apply to any governmental authority or agency for a license or permit to givesuch notice to such person. Any action or meeting which shall be taken or held without notice toany such person with whom communication is unlawful shall have the same force and effect as if suchnotice had been duly given. In the event that the action taken by the Company is such as to requirethe filing of a certificate under the DGCL, the certificate shall state, if such is the fact and ifnotice is required, that notice was given to all persons entitled to receive notice except suchpersons with whom communication is unlawful.     7.5     ***Waiver of Notice***. Whenever notice is required to be given under any provision of the DGCL,the certificate of incorporation or these bylaws, a written waiver, signed by the person entitledto notice, or a waiver by electronic transmission by the person entitled to notice, whether beforeor after the time of the event for which notice is to be given, shall be deemed equivalent tonotice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,except when the person attends a meeting for the express purpose of objecting at the beginning ofthe meeting, to the transaction of any business because the meeting is not lawfully called orconvened. Neither the business to be transacted at, nor the purpose of, any regular or specialmeeting of the stockholders need be specified in any written waiver of notice or any waiver byelectronic transmission unless so required by the certificate of incorporation or these bylaws.**ARTICLE VIII — GENERAL MATTERS**     8.1     ***Fiscal Year***. The fiscal year of the Company shall be fixed by resolution of the Board and maybe changed by the Board.     8.2     ***Seal***. The Company may adopt a corporate seal, which shall be in such form as may be approvedfrom time to time by the Board. The Company may use the corporate seal by causing it or a facsimilethereof to be impressed or affixed or in any other manner reproduced.     8.3     ***Annual Report***. The Company shall cause an annual report to be sent to the stockholders of theCompany to the extent required by applicable law. If and so long as there are fewer than 100holders of record of the Company’s shares, the requirement of sending an annual report to thestockholders of the Company is expressly waived (to the extent permitted under applicable law).     8.4     ***Construction; Definitions***. Unless the context requires otherwise, the general provisions,rules of construction, and definitions in the DGCL shall govern the construction of these bylaws.Without limiting the generality of this provision, the singular number includes the plural, theplural number includes the singular, and the term “person” includes both a corporation and anatural person.**ARTICLE IX — AMENDMENTS**     These bylaws may be adopted, amended or repealed by the stockholders entitled to vote.However, the Company may, in its certificate of incorporation, confer the power to adopt, amend orrepeal bylaws upon the directors. The fact that such power has been so conferred upon the directorsshall not divest the stockholders of the power, nor limit their power to adopt, amend or repealbylaws.     A bylaw amendment adopted by stockholders which specifies the votes that shall be necessaryfor the election of directors shall not be further amended or repealed by the Board.